Page 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(MARK ONE)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1997
--------------------------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: 1-2999
------------------------------
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Exact name of Registrant as specified in its charter)
Delaware 94-1461226
- ---------------------------- -------------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
767 Fifth Avenue, New York, New York 10153
- ------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 421-0200
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
------- -------
As of July 31, 1997 there were 23,554,557 shares of the issuer's
Common Stock outstanding and 8,061,476 shares of the issuer's
Class B Common Stock outstanding.
<PAGE>
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<TABLE>
PART I -- FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
June 30, December 31,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
- ------
CURRENT ASSETS:
Cash and cash equivalents $ 203,490 $ 147,683
Marketable securities (substantially
all U.S. Government securities) 1,320,042 1,247,496
Accounts receivable, net 89,223 90,935
Film contract and, in 1996, prepaid
broadcast rights 46,786 115,498
Prepaid expenses and other current assets 69,433 66,799
----------- -----------
Total current assets 1,728,974 1,668,411
----------- -----------
INVESTMENTS 59,027 48,194
----------- -----------
FILM CONTRACT RIGHTS, less current portion 25,273 28,536
----------- -----------
PROPERTY, PLANT AND EQUIPMENT, net 49,503 49,932
----------- -----------
INTANGIBLE ASSETS 327,222 322,824
----------- -----------
OTHER ASSETS 20,240 19,362
----------- -----------
$ 2,210,239 $ 2,137,259
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
PART I -- FINANCIAL INFORMATION
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands of dollars)
(UNAUDITED)
-------------------------------------
<CAPTION>
June 30, December 31,
1997 1996
------------- ------------
<S> <C> <C>
LIABILITIES AND SHAREHOLDERS' INVESTMENT
- ----------------------------------------
CURRENT LIABILITIES:
Film contracts payable within one year $ 84,278 $ 97,222
Accounts payable and accrued expenses 101,895 112,577
Income taxes payable 78,496 40,527
----------- -----------
Total current liabilities 264,669 250,326
----------- -----------
FILM CONTRACTS PAYABLE AFTER ONE YEAR 57,317 80,837
----------- -----------
OTHER LIABILITIES 11,011 10,918
----------- -----------
MINORITY INTEREST 501,413 506,260
----------- -----------
SHAREHOLDERS' INVESTMENT:
Prior preferred stock - $1.00 dividend;
currently authorized 73,399 shares;
outstanding 73,399 shares 1,578 1,578
Convertible preferred stock - $1.40 dividend;
currently authorized 247,434 shares;
outstanding 247,434 and 253,195 shares 4,330 4,431
Class B common stock - par value $.50 per share;
authorized 50,000,000 shares; outstanding
8,077,892 and 7,870,807 shares 4,039 3,935
Common stock - par value $.50 per share;
authorized 100,000,000 shares; outstanding
23,766,511 and 22,472,409 shares 12,674 12,027
Capital surplus 358,335 311,623
Retained earnings 1,002,091 954,048
Treasury stock, at cost (9,146) -
Adjustment to reflect marketable
securities at market value 1,928 1,276
----------- -----------
1,375,829 1,288,918
----------- -----------
$ 2,210,239 $ 2,137,259
=========== ===========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
</TABLE>
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(In thousands of dollars except per share data)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
---------------------- ----------------------
1997 1996 1997 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
OPERATING REVENUES $ 123,959 $ 125,500 $ 230,431 $ 231,150
---------- ---------- ---------- ----------
OPERATING EXPENSES:
Expenses directly associated
with revenues 55,386 56,010 110,033 111,000
Selling, general and
administrative 38,827 34,869 73,127 67,656
---------- ---------- ---------- ----------
94,213 90,879 183,160 178,656
---------- ---------- ---------- ----------
Operating income 29,746 34,621 47,271 52,494
---------- ---------- ---------- ----------
OTHER INCOME (EXPENSE):
Gain on change of ownership in United
Paramount Network, net - - 152,224 -
Interest and other income, net 20,374 19,748 39,659 42,908
Equity in United Paramount
Network loss (16,404) (34,990) (34,302) (67,744)
---------- ---------- ---------- ----------
3,970 (15,242) 157,581 (24,836)
---------- ---------- ---------- ----------
Income before income taxes
and minority interest 33,716 19,379 204,852 27,658
INCOME TAX PROVISION 14,500 10,300 83,000 14,400
---------- ---------- ---------- ----------
Income before minority interest 19,216 9,079 121,852 13,258
MINORITY INTEREST (9,185) (6,386) (36,662) (10,190)
---------- ---------- ---------- ----------
Net income $ 10,031 $ 2,693 $ 85,190 $ 3,068
========== ========== ========== ==========
Net income per share:
Primary $ .31 $ .08 $ 2.66 $ .09
========== ========== ========== ==========
Fully diluted $ .25 $ .07 $ 2.12 $ .08
========== ========== ========== ==========
3% Stock 3% Stock
DIVIDENDS PER COMMON SHARE NONE NONE Dividend Dividend
========== ========== ========== ==========
</TABLE>
The accompanying notes to condensed consolidated financial
statements are an integral part of these statements.
<PAGE>
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<TABLE>
CHRIS-CRAFT INDUSTRIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands of dollars)
(UNAUDITED)
-----------------------------------------------
<CAPTION>
Six Months
Ended June 30,
--------------------
1997 1996
--------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 85,190 $ 3,068
Adjustments to reconcile net income to net
cash provided from operating activities:
Film contract payments (47,734) (44,857)
Film contract amortization 46,523 43,773
Prepaid broadcast rights 17,051 4,207
Depreciation and other amortization 9,752 9,750
Equity in United Paramount Network loss 34,302 67,744
Gain on change of ownership in United
Paramount Network, net (152,224) -
Minority interest 36,662 10,190
Other 2,210 (2,932)
Changes in assets and liabilities:
Accounts receivable 1,712 (983)
Other assets (5,301) (2,519)
Accounts payable and other liabilities 1,389 (1,020)
Income taxes 37,728 1,077
--------- ---------
Net cash provided from operating activities 67,260 87,498
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Distribution from United Paramount Network 116,261 -
Disposition (purchase) of marketable securities, net (65,244) 108,973
Investment in United Paramount Network (2,850) (76,600)
Other investments (4,409) (12,846)
Capital expenditures, net (4,693) (6,199)
Other (740) (472)
--------- ---------
Net cash provided from investing activities 38,325 12,856
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Capital transactions of subsidiaries (51,375) (52,042)
Purchases of treasury stock (9,151) (5,938)
Proceeds from option exercises 10,958 1,199
Other (210) (229)
--------- ---------
Net cash used in financing activities (49,778) (57,010)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 55,807 43,344
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD 147,683 73,840
--------- ---------
CASH AND CASH EQUIVALENTS, END OF PERIOD $ 203,490 $ 117,184
========= =========
<FN>
The accompanying notes to condensed consolidated financial statements
are an integral part of these statements.
<PAGE>
Page 6
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------
1. PRINCIPLES OF CONSOLIDATION:
The accompanying condensed consolidated financial statements include
the accounts of Chris-Craft Industries, Inc. and its subsidiaries,
including Chris-Craft's majority owned (77% at June 30, 1997) television
broadcasting subsidiary, BHC Communications, Inc., and BHC's majority owned
(59% at June 30, 1997) subsidiary, United Television, Inc. (UTV). The pro
rata interests of BHC and UTV minority shareholders in the net income of
the respective companies are reflected in minority interest in the
accompanying condensed consolidated statements of income. The minority
shareholders' interests in the net assets of BHC and UTV are reflected as
minority interest in the accompanying condensed consolidated balance
sheets. Intercompany accounts and transactions have been eliminated.
The financial information included herein has been prepared by
Chris-Craft, without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. However,
Chris-Craft believes that the disclosures herein are adequate to make the
information presented not misleading. It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and the notes thereto included in Chris-Craft's latest annual
report on Form 10-K. The information furnished reflects all adjustments
(consisting only of normal recurring adjustments) which are, in the opinion
of management, necessary for a fair statement of the results for the
interim periods. The results for these interim periods are not necessarily
indicative of results to be expected for the full year, due to seasonal
factors, among others. Certain prior year amounts have been restated to
conform with the 1997 presentation.
2. MARKETABLE SECURITIES:
In accordance with Statement of Financial Accounting Standards (SFAS)
No. 115, "Accounting for Certain Investments in Debt and Equity
Securities", Chris-Craft classifies its marketable securities as available-
for-sale.
At June 30, 1997, Chris-Craft's marketable securities, which consisted
substantially of U.S. Government securities, had a carrying value of
$1,316,292,000 and a fair value of $1,320,042,000. The difference of
$3,750,000 ($1,928,000 net of income taxes and minority interests) is
reflected as an increase to shareholders' investment in the accompanying
condensed consolidated balance sheet. Of the investments in U.S.
Government securities, 92% mature within one year and all within two years.
At December 31, 1996, Chris-Craft's marketable securities, which
consisted substantially of U.S. Government securities, had a carrying value
of $1,245,423,000 and a fair value of $1,247,496,000. The difference of
<PAGE>
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$2,073,000 ($1,276,000 net of income taxes and minority interests) is
reflected as an increase to shareholders' investment in the accompanying
condensed consolidated balance sheet.
3. UNITED PARAMOUNT NETWORK:
In July 1994, BHC, along with Viacom Inc.'s Paramount Television
Group, formed the United Paramount Network, a fifth broadcast television
network which premiered in January 1995. BHC owned 100% of UPN from its
inception through January 15, 1997, when Viacom completed the exercise of
its option to acquire a 50% interest in UPN. The purchase price included
$155 million in cash (an amount equal to one-half of BHC's aggregate cash
contributions to UPN through the exercise date, plus interest), additional
cash available for ongoing UPN expenditures, as well as a non-cash
contribution of UPN development costs previously incurred by Viacom. UPN
distributed $116,261,000 to BHC pursuant to the option exercise, and BHC
recorded a net pretax gain on the exercise of $152,224,000 in the first
quarter of 1997. BHC and Viacom now share equally in UPN funding
requirements and in UPN losses.
UPN has been organized as a partnership, and BHC's partnership
interest is accounted for under the equity method. The carrying value of
such interest totalled $8,904,000 at June 30, 1997 and $1,394,000 at
December 31, 1996 and is included in Investments in the accompanying
condensed consolidated balance sheets. UPN is still in its early
development and is expected to continue to incur significant start-up
losses and to require significant funding for the next several years.
However, Chris-Craft believes that the substantial portion of BHC's share
of such funding requirements in 1997 and 1998 will be offset by the
proceeds of the Viacom option exercise.
UPN's condensed statements of operations are as follows (in
thousands):
Three Months Six Months
Ended June 30, Ended June 30,
-------------------- --------------------
1997 1996 1997 1996
--------- --------- --------- ---------
Operating revenues* $ 17,228 $ 14,156 $ 32,909 $ 25,064
Operating expenses* 50,449 49,152 97,965 91,754
--------- --------- --------- ---------
Operating loss (33,221) (34,996) (65,056) (66,690)
Other income (expense), net 412 6 1,114 (1,054)
--------- --------- --------- ---------
Loss before interest
on BHC advances (32,809) (34,990) (63,942) (67,744)
Interest on BHC advances
(eliminated in consolidation) - (3,248) - (5,771)
--------- --------- --------- ---------
Net loss $ (32,809) $ (38,238) $ (63,942) $ (73,515)
========= ========= ========= =========
* With respect to certain of its programming, UPN derives
no revenue and incurs no programming expense.
<PAGE>
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4. SHAREHOLDERS' INVESTMENT:
Chris-Craft paid 3% stock dividends on its common and Class B common
stock in the respective shares of such classes on April 2, 1997. During
the six months ended June 30, 1997, 139,424 shares of Class B common stock
were converted into 139,424 shares of common stock, and 5,761 shares of
$1.40 convertible preferred stock were converted into 76,208 shares of
common stock and 108,226 shares of Class B common stock. In addition,
415,874 shares of common stock, including 13,862 shares held in treasury,
were issued upon exercise of stock options and 13,862 shares of common
stock were received in partial payment of option exercises. During the
six month period, 217,600 shares of common stock were purchased by Chris-
Craft, all of which were held in treasury at June 30, 1997. As of June 30,
1997, 496,402 shares of common stock and 12,899 shares of $1.00 prior
preferred stock remained authorized for purchase.
As of June 30, 1997, shares of Chris-Craft's authorized but unissued
common stock were reserved for issuance as follows:
Shares
----------
Conversion of Class B common stock 8,077,892
Conversion of $1.40 convertible preferred stock 8,135,726*
Stock options (including options
outstanding for 1,468,783 shares) 3,221,963
----------
19,435,581
==========
*Including Class B common shares.
5. CAPITAL TRANSACTIONS OF SUBSIDIARIES:
Since April 1990, BHC's Board of Directors has authorized the purchase
of up to 6,800,000 Class A common shares. Through June 30, 1997, 5,978,387
shares were purchased for a total cost of $402.0 million, including $43.8
million in the first six months of 1997. From 1993 through June 30, 1997,
UTV purchased 1,382,876 of its common shares at an aggregate cost of $86.7
million, including $2.4 million for the first six months of 1997, and $20.9
million in the first six months of 1996.
Such purchases, together with proceeds from the exercise of UTV stock
options, BHC's special $1.00 per share dividend paid in February 1997 and
UTV's $.50 per share dividend in both periods, are reflected in capital
transactions of subsidiaries in the accompanying condensed consolidated
statements of cash flows, net of intercompany eliminations.
6. COMMITMENTS AND CONTINGENCIES:
Commitments of BHC's television stations for film contracts entered
into but not available for broadcasting at June 30, 1997 aggregated
approximately $202.5 million, including $75.6 million applicable to UTV.
BHC also has a remaining commitment to invest over time up to $30.6
million, including $19.8 million applicable to UTV, in management buyout
limited partnerships.
<PAGE>
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BHC expects to make significant expenditures developing UPN. See
Note 3.
As set forth in Note 9 of Notes to Consolidated Financial Statements
in Chris-Craft's 1996 Annual Report, Chris-Craft has been named as a
defendant (or a "potentially responsible party") in certain actions seeking
recovery for environmental damage allegedly related to (i) the activities
(discontinued since 1983) of 50% owned Montrose Chemical Corporation of
California and (ii) the activities of Montrose Chemical Co., a predecessor
company to Chris-Craft. Chris-Craft does not presently consider liability
to be "probable" in any of the Montrose related matters and no amount has
been reserved in Chris-Craft's financial statements.
7. INCOME PER SHARE:
Computations of income per share, all of which give retroactive effect
to the April 1997 3% stock dividend, are as follows (in thousands of
dollars except per share amounts):
</TABLE>
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
PRIMARY:
- --------
Average outstanding common
and Class B common shares 31,498,646 30,893,998 31,436,702 30,889,165
Assumed exercise of stock options 447,113 478,425 462,840 491,819
----------- ----------- ----------- -----------
Total shares used in computation 31,945,759 31,372,423 31,899,542 31,380,984
=========== =========== =========== ===========
Net income $ 10,031 $ 2,693 $ 85,190 $ 3,068
Preferred stock dividend requirements (105) (115) (210) (229)
----------- ----------- ----------- -----------
$ 9,926 $ 2,578 $ 84,980 $ 2,839
=========== =========== =========== ===========
Primary income per share $ .31 $ .08 $ 2.66 $ .09
=========== =========== =========== ===========
</TABLE>
<PAGE>
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<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
FULLY DILUTED:
- --------------
Average outstanding common
and Class B common shares 31,498,646 30,893,998 31,436,702 30,889,165
Assumed conversion of
$1.40 preferred stock 8,146,215 9,008,832 8,164,628 9,031,652
Assumed exercise of stock options 585,231 545,254 619,382 551,613
----------- ----------- ----------- -----------
Total shares used in computation 40,230,092 40,448,084 40,220,712 40,472,430
=========== =========== =========== ===========
Net income $ 10,031 $ 2,693 $ 85,190 $ 3,068
Preferred stock dividend requirements (19) (19) (37) (37)
----------- ----------- ----------- -----------
$ 10,012 $ 2,674 $ 85,153 $ 3,031
=========== =========== =========== ===========
Fully diluted income per share $ .25 $ .07 $ 2.12 $ .08
=========== =========== =========== ===========
</TABLE>
In February 1997, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards (SFAS) No. 128, "Earnings Per
Share," which establishes new standards for computing and presenting
earnings per share effective for both interim and annual periods ending
after December 15, 1997. At December 31, 1997, all prior periods presented
will be restated to reflect the new basic and diluted earnings per share
amounts required by SFAS No. 128. Had Chris-Craft followed the methodology
prescribed by SFAS No. 128, Chris-Craft's earnings per share would have
been as follows:
<TABLE>
<CAPTION>
Three Months Six Months
Ended June 30, Ended June 30,
------------------------ ------------------------
1997 1996 1997 1996
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Basic earnings per share $ .32 $ .08 $ 2.70 $ .09
=========== =========== =========== ===========
Diluted earnings per
share $ .25 $ .07 $ 2.12 $ .08
=========== =========== =========== ===========
</TABLE>
<PAGE>
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CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS
--------------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
Liquidity and Capital Resources
- -------------------------------
Chris-Craft's financial position is strong and highly liquid. Cash and
marketable securities totalled $1.52 billion at June 30, 1997, and
Chris-Craft has no debt outstanding. Chris-Craft's 77% owned television
broadcasting subsidiary, BHC Communications, Inc., expended significant
funds in 1996 and 1995 to develop the United Paramount Network, but cash
flow provided from BHC's operating activities in those years substantially
exceeded such BHC funding of UPN. Chris-Craft believes that the
substantial portion of BHC's share of such funding requirements for 1997
and 1998 will be offset by the proceeds of the Viacom option exercise,
described below.
Chris-Craft's operating cash flow is generated primarily by the Television
Division's core television station group. Broadcast cash flow reflects
station operating income plus depreciation and film contract amortization
less film contract payments. The relationship between film contract
payments and related amortization may vary greatly between periods
(payments exceeded amortization by $1.2 million and $1.1 million in the
first six months of 1997 and 1996), and is dependent upon the mix of
programs aired and payment terms of the stations' contracts. Reflecting
such minor variance between periods, broadcast cash flow for the first six
months of 1997 mirrored station earnings, which declined 7%, as explained
below. Although broadcast cash flow is often used in the broadcast
television industry as an ancillary measure, it is not synonymous with
operating cash flow computed in accordance with generally accepted
accounting principles, and should not be considered alone or as a
substitute for measures of performance computed in accordance with
generally accepted accounting principles.
Chris-Craft's cash flow additionally reflects earnings associated with its
cash and marketable securities, most of which are held by BHC.
Consolidated cash and marketable securities increased to $1.52 billion at
June 30, 1997, from $1.40 billion at December 31, 1996. Such increase
primarily reflects the $116.3 million distribution from UPN, described
below. Operating cash flow for the six month period declined to $67.3
million from $87.5 million, as 1997 income tax payments related to the UPN
distribution are reflected as a reduction of operating cash flow, while the
distribution is reported as a cash flow from investing activities.
Operating cash flow for the six months essentially offset the payments for
dividends and treasury stock purchases described below.
BHC generates most of Chris-Craft's consolidated cash flow. Parent company
obligations consist solely of corporate office expenditures, current and
accrued. Parent company cash balances have been substantially in excess of
normal operating requirements, and have been augmented by BHC special
dividend receipts of $36 million, or $2.00 per BHC share, in January 1993
<PAGE>
Page 12
and $18 million, or $1.00 per BHC share, in April 1995. In January 1997,
BHC declared another special cash dividend of $1.00 per share, and
Chris-Craft received its $18 million payment in February 1997. BHC plans
to consider annually the payment of a special dividend.
Since April 1990, BHC's Board of Directors has authorized the purchase of
up to 6,800,000 Class A common shares. Through June 30, 1997, 5,978,387
shares were purchased for a total cost of $402.0 million, including $43.8
million in 1997. From 1993 through June 30, 1997, UTV purchased 1,382,876
of its common shares at an aggregate cost of $86.7 million, of which $2.4
million was expended in the first six months of 1997, and at June 30, 1997,
801,149 UTV shares remained authorized for purchase.
Chris-Craft intends to expand its operations in the media, entertainment
and communications industries and to explore business opportunities in
other industries. Chris-Craft believes it is capable of raising
significant additional capital to augment its already substantial financial
resources, if desired, to fund such additional expansion.
In July 1994, BHC, along with Viacom Inc.'s Paramount Television Group,
formed UPN, a fifth broadcast television network which premiered in January
1995. BHC owned 100% of UPN from its inception through January 15, 1997,
when Viacom completed the exercise of its option to acquire a 50% interest
in UPN. The purchase price included $155 million in cash (an amount equal
to one-half of BHC's aggregate cash contributions to UPN through the
exercise date, plus interest), additional cash available for ongoing UPN
expenditures, as well as a non-cash contribution of UPN development costs
previously incurred by Viacom. UPN distributed $116.3 million to BHC
following the closing, and BHC recorded a net pretax gain of $152.2 million
on the transaction. BHC and Viacom now share equally in UPN losses and
funding requirements. BHC funding of UPN totalled $145.6 million in 1996
and $128.6 million in 1995. UPN is still in its early development, and is
expected for the next several years to continue to incur substantial
start-up losses and to require significant funding. However, Chris-Craft
believes that the substantial portion of BHC's share of such funding
requirements for 1997 and 1998 will be offset by the proceeds of the Viacom
option exercise.
Chris-Craft's television stations make commitments for programming that
will not be available for telecasting until future dates. At June 30,
1997, commitments for such programming totalled approximately $202.5
million, including $75.6 million applicable to UTV. BHC also has a
remaining commitment to invest over time up to $30.6 million, including
$19.8 million applicable to UTV, in management buyout limited partnerships.
Chris-Craft capital expenditures generally have not been material in
relation to its financial position, and the related capital expenditure
commitments at June 30, 1997 (including any related to UPN) were not
material. Chris-Craft expects that its expenditures for UPN, future film
contract commitments and capital requirements for its present business will
be satisfied primarily from operations, marketable securities or cash
balances.
<PAGE>
Page 13
As set forth in Note 6, Chris-Craft has been named as a defendant (or
"potentially responsible party") in certain actions seeking recovery for
environmental damage allegedly related to (i) the activities (discontinued
since 1983) of 50% owned Montrose Chemical Corporation of California and
(ii) the activities of Montrose Chemical Co., a predecessor company to
Chris-Craft. As further set forth in Note 6, Chris-Craft does not
presently consider liability to be "probable" in any of the Montrose
related matters, and no amount has been reserved in Chris-Craft's financial
statements.
Results of Operations
- ---------------------
Chris-Craft second quarter net income increased to $10,031,000, or $.31 per
share, from last year's $2,693,000, or $.08 per share. The increase in net
income is primarily due to a 53% reduction in the amount of United
Paramount Network start-up losses included in Chris-Craft's consolidated
operating results, which reflects BHC's reduced ownership interest in UPN.
In January, as set forth above, Viacom Inc. acquired a 50% interest in UPN,
which previously had been 100% owned by BHC.
For the first six months of 1997, Chris-Craft net income rose to
$85,190,000, or $2.66 per share, from $3,068,000, or $.09 per share, in
last year's corresponding period. The increase in year to date earnings
primarily reflects the net pretax gain of $152,224,000 on Viacom's
acquisition of its UPN interest, as well as the resulting reduction in the
amount of UPN start-up losses recorded by BHC.
Operating revenues and operating income for the second quarter and six
month periods ended June 30, 1997 and 1996 are as follows (in thousands):
Operating Revenues Operating Income
------------------ ------------------
1997 1996 1997 1996
-------- -------- -------- --------
Second Quarter
Television Division $118,835 $120,920 $ 36,724 $ 38,744
Industrial Division 5,124 4,580 635 355
Corporate and other - - (7,613) (4,478)
-------- -------- -------- --------
$123,959 $125,500 $ 29,746 $ 34,621
======== ======== ======== ========
Six Months
Television Division $219,953 $221,965 $ 57,358 $ 60,079
Industrial Division 10,478 9,185 1,375 796
Corporate and other - - (11,462) (8,381)
-------- -------- -------- --------
$230,431 $231,150 $ 47,271 $ 52,494
======== ======== ======== ========
<PAGE>
Page 14
Demand for television advertising in several key areas has been lackluster
in 1997. Operating revenues at the Television Division's core television
station group declined 2% in the second quarter and declined less than 1%
in the first six months of 1997. After a $1.1 million increase in Chris-
Craft stock price-based retirement plan expense, second quarter station
group earnings declined 4%, to $40,694,000 from last year's $42,450,000.
Six month station earnings declined 7%, to $62,244,000 from $67,018,000.
Earnings at BHC's television production subsidiaries were about flat for
the quarter, but rose strongly in the six month period. Total Television
Division operating income declined 5% in the quarter, to $36,724,000 from
last year's $38,744,000, and also declined 5% in the six month period, to
$57,358,000 from $60,079,000.
The Industrial Division recorded a 12% increase in second quarter operating
revenues, and its operating income for the period rose 79%, to $635,000
from $355,000. For the six months, its operating revenues increased 14%,
generating a 73% increase in operating income, to $1,375,000 from $796,000.
The Division's improved results reflect strength throughout its major
product lines.
Corporate office expense increased $3.1 million in the second quarter and
six month periods, as the 22% increase in the market price of Chris-Craft
common stock during the second quarter resulted in a $3.1 million increase
in Chris-Craft stock price-based retirement plan expense.
UPN's second quarter and six month losses were slightly less than last
year's. The amount of UPN losses included in Chris-Craft's financial
statements, which are recorded under the equity method of accounting,
declined significantly, to $16,404,000 from $34,990,000 in the quarter, and
to $34,302,000 from $67,744,000 in the six months, reflecting BHC's reduced
ownership interest.
Interest and other income consists mostly of amounts earned on Chris-
Craft's consolidated cash and marketable securities holdings. Interest and
other income totalled $20,374,000 in this year's second quarter, compared
to $19,748,000 in 1996, and totalled $39,659,000 in the six month period,
compared to $42,908,000 last year. The decline in the six month amount
primarily reflects smaller 1997 gains on sales of securities.
Minority interest reflects the interest of shareholders other than Chris-
Craft in the net income of BHC, 77% owned by Chris-Craft at June 30, 1997
and 75% owned at June 30, 1996, and the interest of shareholders other than
BHC in the net income of UTV, 59% owned by BHC at June 30, 1997 and 58%
owned at June 30, 1996.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
------------------------------------------------------------------
Not applicable.
<PAGE>
Page 15
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
PART II. OTHER INFORMATION
--------------------------
Item 1. Legal Proceedings.
------------------
On June 12, 1997 The Travelers Indemnity Company filed a lawsuit in
U.S. District Court in Delaware against Chris-Craft Industries, Inc.,
Stauffer Management Company ("SMC"), Zeneca Inc. and Zeneca Holdings, Inc.
The suit seeks to recover $14 million in insurance defense costs paid by
Travelers to Montrose Chemical Corporation of California ("Montrose"),
which is 50% owned by each of Chris-Craft and SMC. Travelers' lawsuit
contends that Montrose was fraudulently used as a corporate "shell" by its
two shareholders to obtain the defense cost payments. On July 22, 1997,
the defendants collectively filed a Motion to Dismiss the action, on the
grounds that Travelers' action is an impermissible attempt to circumvent
previously existing insurance defense litigation between Travelers and
Montrose in California. Over the eleven-year span of the existing
litigation, eighteen separate court orders have been issued requiring
Travelers to provide a defense to Montrose. Montrose has filed a "bad
faith" lawsuit against Travelers and other insurers which is scheduled for
trial in November 1997. Chris-Craft and the other defendants will continue
to vigorously contest the Travelers lawsuit as being without merit.
Item 4. Submission of Matters to a Vote of Security Holders.
----------------------------------------------------
The following matters were submitted to a vote of security holders at
the Registrant's annual meeting of stockholders which was held on May 6,
1997.
The following were elected directors, each receiving the number of
votes set opposite his name:
Broker
For Withheld Non-votes
--- -------- ---------
Howard Arvey 120,107,390 249,221 -0-
Lawrence R. Barnett 119,793,660 562,951 -0-
James J. Rochlis 120,089,795 266,816 -0-
John C. Siegel 120,029,228 327,384 -0-
The selection of Price Waterhouse LLP as Chris-Craft's auditors for
the current year was ratified by the following vote:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
120,011,828 106,671 238,113 -0-
<PAGE>
Page 16
A shareholder proposal regarding a diversity report was defeated by
the following votes:
Broker
For Against Abstain Non-votes
--- ------- ------- ---------
2,239,665 112,687,711 1,088,681 4,340,544
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) The following exhibits are filed herewith:
Exhibit No. Description
----------- -----------
27 Financial Data Schedule
(b) No report on Form 8-K was filed during the quarter for which
this report is filed.
<PAGE>
Page 17
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CHRIS-CRAFT INDUSTRIES, INC.
----------------------------
(Registrant)
By: /s/ JOELEN K. MERKEL
----------------------------
Joelen K. Merkel
Vice President and Treasurer
(Principal Accounting Officer)
Date: August --, 1997
<PAGE>
Page 18
EXHIBIT INDEX
Incorporated by
Reference to: Exhibit No. Exhibit
- ------------- ----------- -------
27 Financial Data Schedule
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL
INFORMATION EXTRACTED FROM 10Q DATED
JUNE 30, 1997 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 203490
<SECURITIES> 1320042
<RECEIVABLES> 95094
<ALLOWANCES> 5871
<INVENTORY> 3274
<CURRENT-ASSETS> 1728974
<PP&E> 147902
<DEPRECIATION> 98399
<TOTAL-ASSETS> 2210239
<CURRENT-LIABILITIES> 264669
<BONDS> 0
0
5908
<COMMON> 16713
<OTHER-SE> 1353208
<TOTAL-LIABILITY-AND-EQUITY> 2210239
<SALES> 10478
<TOTAL-REVENUES> 230431
<CGS> 7209
<TOTAL-COSTS> 183160
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 204852
<INCOME-TAX> 83000
<INCOME-CONTINUING> 85190
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 85190
<EPS-PRIMARY> 2.66
<EPS-DILUTED> 2.12
</TABLE>
